Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Nasus Pharma Ltd (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
M7071P109 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M7071P109 |
| 1 | Names of Reporting Persons
Dr. Ronnie Hershman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,383,512.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of (i) 891,187 Ordinary Shares held by Hershman Holdings LLC, over which Dr. Hershman has sole voting and investment power; (ii) 429,307 Ordinary Shares held by Phoenix Solutions Ltd., of which Dr. Hershman is the controlling shareholder and may be deemed to share voting and investment power; and (iii) 63,018 Ordinary Shares issuable to Dr. Hershman upon the exercise of share options exercisable within 60 days. (2) Based on 9,014,105 ordinary shares that the issuer has advised the Reporting Person were issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | M7071P109 |
| 1 | Names of Reporting Persons
Hershman Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
891,187.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Hershman Holdings LLC holds 891,187 ordinary shares. Dr. Ronnie Hershman, the managing member of Hershman Holdings LLC, has sole voting and dispositive power with respect to such shares. (2) Based on 9,014,105 ordinary shares that the issuer has advised the Reporting Person were issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Nasus Pharma Ltd | |
| (b) | Address of issuer's principal executive offices:
Yigal Alon 65, Tel Aviv, 6744317, Israel. | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of Dr. Ronnie Hershman, and Hershman Holdings, LLC. | |
| (b) | Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is: c/o Nasus Pharma Ltd. Yigal Alon 65, Tel Aviv, 6744317, Israel | |
| (c) | Citizenship:
Dr. Ronnie Hershman is a citizen of the United States. Hershman Holdings LLC is a limited liability company organized under the laws of the State of New York. | |
| (d) | Title of class of securities:
Ordinary Shares | |
| (e) | CUSIP No.:
M7071P109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5 through 9 and 11 of the cover pages for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is based on 9,014,105 ordinary shares that the issuer has advised the Reporting Person were issued and outstanding as of September 30, 2025. Mr. Hershman holds (i) 891,187 Ordinary Shares held by Hershman Holdings LLC, over which Dr. Hershman, the managing member of Hershman Holdings LLC, has sole voting and investment power; (ii) 429,307 Ordinary Shares held by Phoenix Solutions Ltd., of which Dr. Hershman is the controlling shareholder and may be deemed to share voting and investment power; and (iii) 63,018 Ordinary Shares issuable to Dr. Hershman upon the exercise of share options exercisable within 60 days. | |
| (b) | Percent of class:
15.3% 9.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement |